0000950123-11-102498 Sample Contracts

CONTRIBUTION AGREEMENT
Contribution Agreement • December 8th, 2011 • RXi Pharmaceuticals Corp • Pharmaceutical preparations • California

THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of September 24, 2011 (the “Effective Date”), by and between RXi Pharmaceuticals Corporation, a Delaware corporation (“RXi”) and RNCS, Inc., a Delaware corporation and wholly owned subsidiary of RXi (“RNCS”).

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SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • December 8th, 2011 • RXi Pharmaceuticals Corp • Pharmaceutical preparations • California

THIS SECURITIES PURCHASE AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”) is made and entered into as of September 24, 2011 (the “Effective Date”) by and among Tang Capital Partners, LP, a Delaware limited partnership (“Tang”), RTW Investments, LLC, a Delaware limited liability company (“RTW” and, together with Tang, the “Investors”), RNCS, Inc., a Delaware corporation (the “Company”), and RXi Pharmaceuticals Corporation, a Delaware corporation (“RXi”).

D’Anne Hurd Vice President and General Counsel Vice President for Business Development at Gateway Park 100 Institute Road • Worcester, MA 01609-2280 Phone: 508 831-5072 • Fax: 508 831-6530 e-mail: dhurd@wpi.edu
RXi Pharmaceuticals Corp • December 8th, 2011 • Pharmaceutical preparations

Per the discussions with Eric Overstrom, Director of the WPI Life Sciences and Bioengineering Center (Newgate Properties, LLC), this letter is to serve as an amendment to the Lease between RXi Pharmaceuticals Corporation and Newgate Properties, LLC dated September 25, 2007.

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